FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FEARON MATTHEW   2. Issuer Name and Ticker or Trading Symbol TEREX CORP [TEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Terex AWP (Last) (First) (Middle) C/O TEREX CORPORATION, 200 NYALA FARM ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2014 (Street) WESTPORT, CT 06880 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 02/26/2014   F   1,510 (1) D $ 43.6 46,426 D   Common Stock, par value $.01 02/26/2014   A   13,761 (2) A $ 0 60,187 D   Common Stock, par value $.01 02/26/2014   A   6,881 (3) A $ 0 67,068 D   Common Stock, par value $.01 02/26/2014   A   6,881 (4) A $ 0 73,949 D   Common Stock, par value $.01 02/26/2014   D   1,161 (5) D $ 0 72,788 D   Common Stock, par value $.01 02/26/2014   I V 0 A $ 0 537 I 401(k) plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FEARON MATTHEW C/O TEREX CORPORATION 200 NYALA FARM ROAD WESTPORT, CT 06880			President, Terex AWP

Signatures

/s/Scott J. Posner, by power of attorney		02/28/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares are being withheld for payment of the tax liability associated with the scheduled vesting of a previously granted restricted stock award.
(2)	Shares granted pursuant to one of the Company's long-term incentive plans with the award vesting as follows: 1/3 on February 26, 2015; 1/3 on February 26, 2016 and 1/3 on February 26, 2017.
(3)	Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2017 if the Company achieves a targeted percentile rank against a peer group of companies for three year annualized total shareholder return ("TSR") for the period January 1, 2014 - December 31, 2016. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(4)	Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2017 if the Company achieves a targeted return on invested capital ("ROIC") in each of 2014, 2015 and 2016. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC.
(5)	Reflects shares of restricted stock forfeited by Mr. Fearon pursuant to the terms of performance based awards granted in 2011, 2012 and 2013.

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